[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2011
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to section 12(g) of the Act:
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NONE
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Common Stock
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if a smaller reporting company)
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Page
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||
Business.
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3
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Risk Factors.
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8
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Unresolved Staff Comments.
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8
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Properties.
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8
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Legal Proceedings.
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8
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Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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8
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Selected Financial Data.
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9
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Management’s Discussion and Analysis of Financial Condition and Results of Operation.
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10
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Quantitative and Qualitative Disclosures About Market Risk.
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12
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Financial Statements and Supplementary Data.
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13
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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26
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Controls and Procedures.
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27
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Other Information.
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29
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Directors, Executive Officers and Corporate Governance.
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29
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Executive Compensation.
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31
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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32
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Certain Relationships and Related Transactions, and Director Independence.
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33
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Principal Accountant Fees and Services.
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34
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Exhibits and Financial Statement Schedules.
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34
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35
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||
36
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1.
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Revenue is generated in the form of commissions from the 3
rd
party site to Net Savings Link each time a transaction from one of its members occurs at the 3
rd
party site. Net Savings Link earns commissions whether a purchase occurs at the 3
rd
party site or not . . . such as a free trial offer. Commissions are automatically processed electronically through name brand consolidators such as Link Share, Commission Junction, and Click Bank, who strictly monitor the 3
rd
party site offers and commission payment to vendor sites who present their offers, such as Net Savings Link.
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2.
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Revenue is generated from selling our $1,000 and $3,000 Savings Certificates to companies and organizations that use the membership as a premium or gift incentive offer. It could be receiving a $1,000 Savings Certificate for test driving a car or for purchasing $500 worth of carpeting. The gift and incentive market in the U.S. last year was over $31 billion dollars.
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1.
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Net Savings Link intends to mass market memberships to major corporations, organizations, associations, unions and networks, who would in turn, provide their employees, customers, members, and associates with memberships to Net Savings Link as a benefit or incentive that is designed to provide them discounts and savings.
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2.
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Net Savings Link intends to mass-market memberships to Churches and Non Profit Organizations who would benefit from using the membership as a fund raising product. Net Savings Link has designed a turnkey fundraiser that includes generic flyers and web banners that enable the fundraiser market to solicit their own membership base, collect their own contributions, and then remunerate Net Savings Link on a weekly basis for bulk memberships sold.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
|
Fiscal Year
|
||||
2011
|
High Bid
|
Low Bid
|
||
Fourth Quarter:
|
9/01/11 to 11/30/11
|
$0.085
|
$0.031
|
|
Third Quarter:
|
6/01/11 to 8/31/11
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$0.445
|
$0.051
|
|
Second Quarter:
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3/01/11 to 5/31/11
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$0.720
|
$0.190
|
|
First Quarter:
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12/01/10 to 2/28/11
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$0.780
|
$0.029
|
|
Fiscal Year
|
||||
2010
|
High Bid
|
Low Bid
|
||
Fourth Quarter:
|
9/01/10 to 11/30/10
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$0.029
|
$0.025
|
|
Third Quarter:
|
6/01/10 to 8/31/10
|
$0.029
|
$0.024
|
|
Second Quarter:
|
3/01/10 to 5/31/10
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$0.000
|
$0.000
|
|
First Quarter:
|
12/01/09 to 2/28/10
|
$0.000
|
$0.000
|
(a)
|
we would not be able to pay our debts as they become due in the usual course of business; or
|
|
|
(b)
|
our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution (except as otherwise specifically allowed by our Articles of Incorporation).
|
|
November 30,
|
November 30,
|
||
|
2011
|
2010
|
||
Current Assets
|
$
|
177,723
|
$
|
21,366
|
Current Liabilities
|
77,381
|
178,476
|
||
Working Capital (Deficit)
|
$
|
(100,342)
|
$
|
(157,110)
|
For the Year Ended
|
|||||
November 30,
|
|||||
|
2011
|
2010
|
|||
Cash Flows used in Operating Activities
|
$
|
(720,338)
|
$
|
(55,795)
|
|
Cash Flows used in Investing Activities
|
(76,237)
|
(40,000)
|
|||
Cash Flows provided by Financing Activities
|
950,132
|
113,453
|
|||
Net Increase in Cash During the Year
|
$
|
153,557
|
$
|
17,658
|
February 21,
|
||||||||
2007
|
||||||||
For the Year Ended
|
(Inception) to
|
|||||||
November 30,
|
November 30,
|
|||||||
2011
|
2010
|
2011
|
||||||
|
||||||||
|
||||||||
REVENUES
|
$
|
5,032
|
$
|
-
|
$
|
5,032
|
||
|
||||||||
OPERATING EXPENSES
|
||||||||
Depreciation and amortization expense
|
13,221
|
-
|
13,221
|
|||||
General and administrative
|
674,477
|
228,521
|
982,772
|
|||||
|
||||||||
Total Operating Expenses
|
687,698
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228,521
|
995,993
|
|||||
|
||||||||
OPERATING LOSS
|
(682,666)
|
(228,521)
|
(990,961)
|
|||||
|
||||||||
OTHER INCOME (EXPENSE)
|
||||||||
Loss on derivative
|
(3,704,814)
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-
|
(3,704,814)
|
|||||
Interest expense
|
(981,112)
|
-
|
(981,112)
|
|||||
Gain on extinguishment of debt
|
3,072,147
|
113,453
|
3,185,600
|
|||||
Other income
|
1,350
|
-
|
1,350
|
|||||
|
||||||||
Total Other Income (Expense)
|
(1,612,429)
|
113,453
|
(1,498,976)
|
|||||
|
||||||||
NET LOSS
|
$
|
(2,295,095)
|
$
|
(115,068)
|
$
|
(2,489,937)
|
||
|
||||||||
BASIC NET LOSS PER COMMON SHARE
|
$
|
(0.01)
|
$
|
(0.00)
|
||||
|
||||||||
BASIC WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
|
189,594,268
|
85,118,795
|
February 21,
|
||||||||
2007
|
||||||||
For the Year Ended
|
(Inception) to
|
|||||||
November 30,
|
November 30,
|
|||||||
2011
|
2010
|
2011
|
||||||
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(2,295,095)
|
$
|
(115,068)
|
$
|
(2,489,937)
|
||
Items to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
13,221
|
-
|
13,221
|
|||||
Debt discount amortization
|
949,932
|
-
|
949,932
|
|||||
Loss on derivative
|
3,704,814
|
-
|
3,704,814
|
|||||
Gain on extinguishment of debt
|
(3,072,147)
|
(113,453)
|
(3,185,600)
|
|||||
Common stock issued for services
|
44,800
|
-
|
44,800
|
|||||
Changes in operating assets and liabilities
|
||||||||
Increase in other assets
|
(2,800)
|
-
|
(2,800)
|
|||||
Increase in accounts payable and accrued liabilities
|
41,630
|
26,490
|
82,870
|
|||||
Increase (decrease) in related party accounts payable
|
(104,693)
|
146,236
|
41,543
|
|||||
Net Cash Used in Operating Activities
|
(720,338)
|
(55,795)
|
(841,157)
|
|||||
|
||||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of equipment
|
(37,672)
|
-
|
(37,672)
|
|||||
Purchase of website development
|
(38,565)
|
(40,000)
|
(78,565)
|
|||||
Net Cash Used in Investing Activities
|
(76,237)
|
(40,000)
|
(116,237)
|
|||||
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from note payable
|
-
|
113,453
|
113,453
|
|||||
Proceeds from convertible note payable
|
949,932
|
-
|
949,932
|
|||||
Common stock issued for cash
|
200
|
-
|
68,932
|
|||||
Net Cash Provided by Financing Activities
|
950,132
|
113,453
|
1,132,317
|
|||||
|
||||||||
INCREASE IN CASH
|
153,557
|
17,658
|
174,923
|
|||||
|
||||||||
CASH AT BEGINNING OF PERIOD
|
21,366
|
3,708
|
-
|
|||||
|
||||||||
CASH AT END OF PERIOD
|
$
|
174,923
|
$
|
21,366
|
$
|
174,923
|
||
|
||||||||
CASH PAID FOR:
|
||||||||
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||
Income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
||
|
||||||||
NON-CASH FINANCING ACTIVITIES:
|
||||||||
Common stock issued for convertible notes and accrued interest
|
$
|
980,964
|
$
|
-
|
$
|
980,964
|
||
Discount on convertible notes payable from derivative instrument
|
$
|
949,932
|
$
|
-
|
$
|
949,932
|
||
Settlement of derivative liability
|
$
|
4,654,746
|
$
|
-
|
$
|
4,654,746
|
||
Debt paid by related party contributed to capital
|
$
|
7,000
|
$
|
9,000
|
$
|
16,000
|
Additional
|
Total
|
||||||||||||
Common Stock
|
Paid-in
|
Accumulated
|
Stockholders’
|
||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity (Deficit)
|
|||||||||
|
|||||||||||||
Balance, February 21, 2007
(Date of Inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
|
|||||||||||||
Common stock for cash at $0.001 per share
|
108,000,000
|
108,000
|
(105,000)
|
-
|
3,000
|
||||||||
|
|||||||||||||
Common stock for cash $0.03 per share
|
77,760,000
|
77,760
|
(12,028)
|
-
|
65,732
|
||||||||
|
|||||||||||||
Net loss for the period ended
November 30, 2007
|
-
|
-
|
-
|
(20,981)
|
(20,981)
|
||||||||
|
|||||||||||||
Balance, November 30, 2007
|
185,760,000
|
185,760
|
(117,028)
|
(20,981)
|
47,751
|
||||||||
|
|||||||||||||
Net loss for the year ended
November 30, 2008
|
-
|
-
|
-
|
(38,018)
|
(38,018)
|
||||||||
|
|||||||||||||
Balance, November 30, 2008
|
185,760,000
|
185,760
|
(117,028)
|
(58,999)
|
9,733
|
||||||||
|
|||||||||||||
Net loss for the year ended
November 30, 2009
|
-
|
-
|
-
|
(20,775)
|
(20,775)
|
||||||||
|
|||||||||||||
Balance, November 30, 2009
|
185,760,000
|
185,760
|
(117,028)
|
(79,774)
|
(11,042)
|
||||||||
|
|||||||||||||
Contributed capital
|
-
|
-
|
9,000
|
-
|
9,000
|
||||||||
|
|||||||||||||
Net loss for the year ended
November 30, 2010
|
-
|
-
|
-
|
(115,068)
|
(115,068)
|
||||||||
|
|||||||||||||
Balance, November 30, 2010
|
185,760,000
|
$
|
185,760
|
$
|
(108,028)
|
$
|
(194,842)
|
$
|
(117,110)
|
||||
|
|||||||||||||
Common stock issued for debt and interest
|
13,079,513
|
13,080
|
967,884
|
-
|
980,964
|
||||||||
|
|||||||||||||
Extinguishment of derivative liability
|
-
|
-
|
4,654,746
|
-
|
4,654,746
|
||||||||
|
|||||||||||||
Gain on extinguishment of debt
|
-
|
-
|
(3,072,147)
|
-
|
(3,072,147)
|
||||||||
|
|||||||||||||
Common stock issued for services
|
1,000,000
|
1,000
|
44,000
|
-
|
45,000
|
||||||||
|
|||||||||||||
Contributed capital
|
-
|
-
|
7,000
|
-
|
7,000
|
||||||||
|
|||||||||||||
Net income for the year ended
November 30, 2011
|
-
|
-
|
-
|
(2,295,095)
|
(2,295,095)
|
||||||||
|
|||||||||||||
Balance, November 30, 2011
|
199,839,513
|
$
|
199,840
|
$
|
2,493,455
|
$
|
(2,489,937)
|
$
|
203,358
|
Beginning balance
|
$
|
-
|
Gross proceeds from the notes payable
|
949,932
|
|
Less: debt discount from conversion options
|
(949,932)
|
|
Add: amortization of discount
|
949,932
|
|
Less: conversions to common stock
|
(949,932)
|
|
Ending balance
|
$
|
-
|
2011
|
2010
|
||||
Deferred tax assets:
|
|||||
Net operating loss carry forward
|
$
|
2,489,937
|
$
|
194,842
|
|
Loss on derivative liability
|
(3,704,814)
|
||||
Accretion expense
|
(949,932)
|
||||
Gain on extinguishment of debt
|
3,072,147
|
||||
Total Net Loss
|
907,338
|
194,842
|
|||
Deferred tax asset
|
$
|
308,495
|
66,246
|
||
Valuation allowance
|
(308,495)
|
(66,246)
|
|||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
2011
|
2010
|
||||
Pre-tax book loss
|
$
|
(780,332)
|
$
|
(115,068)
|
|
Meals and entertainment
|
357
|
-
|
|||
Non-deductible stock
|
338,209
|
-
|
|||
Unrealized (gain) loss
|
215,107
|
-
|
|||
Depreciation
|
(37)
|
-
|
|||
Valuation allowance
|
226,696
|
115,068
|
|||
Federal Income Tax
|
$
|
-
|
$
|
-
|
Year ending November 31,
|
Amount
|
|
2012
|
$
|
19,902
|
2013
|
$
|
8,624
|
1.
|
The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us, nor oral advice was provided, that Malone & Bailey, P.C. concluded, was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or
|
2.
|
Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-K and the related instruction to Item 304 of Regulation S-K, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-K.
|
Name
|
Age
|
Position
|
David Saltrelli
|
63
|
CEO, CFO, President, and Director
|
Peter Schuster
|
65
|
Secretary, Treasurer and Director
|
1.
|
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
2.
|
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
3.
|
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
|
|
i)
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
|
ii)
|
Engaging in any type of business practice; or
|
|
iii)
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
|
4.
|
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
|
|
5.
|
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
|
6.
|
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
|
7.
|
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
|
i)
|
Any Federal or State securities or commodities law or regulation; or
|
|
ii)
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
|
|
iii)
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
8.
|
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Summary Compensation Table
|
|||||||||
Non-Equity
|
Nonqualified
|
||||||||
Incentive
|
Deferred
|
All
|
|||||||
Name &
|
Stock
|
Option
|
Plan
|
Compensation
|
Other
|
||||
Principal
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
|
Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
David Satrelli
|
2011
|
96,000
|
0
|
0
|
0
|
0
|
0
|
0
|
96,000
|
CEO, President,
|
2010
|
73,118
|
0
|
0
|
0
|
0
|
0
|
0
|
73,118
|
& Director
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Peter Schuster
|
2011
|
96,000
|
0
|
0
|
0
|
0
|
0
|
0
|
96,000
|
Secretary, Treasurer &
|
2010
|
73,118
|
0
|
0
|
0
|
0
|
0
|
0
|
73,118
|
Director
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
|
Title of Class
|
Name of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percentage of
Common Stock(1)
|
Common Stock
|
David Saltrelli
|
54,000,000 - Direct
|
27.16%
|
Common Stock
|
Peter Schuster
|
54,000,000 -Direct
|
27.16%
|
Common Stock
|
All Directors and Executive
Officers as a Group (2 people)
|
108,000,000
|
54.32%
|
(1)
|
Based on 201,839,513 shares of our common stock issued and outstanding as of March 12, 2012, Under Rule 13d-3, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on March 12, 2012.
|
(i)
|
Any of our directors or officers;
|
|
(ii)
|
Any person proposed as a nominee for election as a director;
|
|
(iii)
|
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
|
|
(iv)
|
Any of our promoters; and
|
|
(v)
|
Any relative or spouse of any of the foregoing persons who has the same house as such person.
|
|
Year Ended November 30, 2011
|
Year Ended November 30, 2010
|
Audit Fees
|
$18,750
|
$15,000
|
Audit Related Fees
|
0
|
800
|
Tax Fees
|
0
|
0
|
All Other Fees
|
0
|
0
|
TOTAL
|
$18,750
|
$15,800
|
Incorporated by reference
|
Filed
|
||||
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
3.1
|
Articles of Incorporation.
|
S-1
|
6/09/08
|
3.1
|
|
3.2
|
Bylaws.
|
S-1
|
6/09/08
|
3.2
|
|
4.1
|
Specimen Stock Certificate.
|
S-1
|
6/09/08
|
4.1
|
|
|
|||||
10.1
|
Employment Agreement with David Saltrelli.
|
8-K
|
3/10/10
|
10.1
|
|
|
|||||
10.2
|
Employment Agreement with Peter Schuster.
|
8-K
|
3/10/10
|
10.2
|
|
|
|||||
14.1
|
Code of Ethics.
|
S-1
|
6/09/08
|
14.1
|
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
101.INS
|
XBRL Instance Document.
|
X
|
|||
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|
NET SAVINGS LINK, INC.
|
|
|
||
BY:
|
DAVID SALTRELLI
|
|
David Saltrelli
|
||
President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors
|
Signature
|
Title
|
Date
|
|
|
|
DAVID SALTRELLI
|
President, Principal Executive Officer, Principal
|
March 12, 2012
|
David Saltrelli
|
Financial Officer, Principal Accounting Officer, and a member of the Board of Directors.
|
|
|
|
|
PETER SCHUSTER
|
Secretary, Treasurer and a member of the Board
|
March 12, 2012
|
Peter Schuster
|
of Directors
|
1.
|
I have reviewed this
Form 10-K for the year ended November 30, 2011 of Net Savings Link, Inc.
;
|
|
|
||
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
|
||
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
|
||
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
||
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
||
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 12, 2012
|
DAVID SALTRELLI
|
David Saltrelli
|
|
Principal Executive Officer and Principal Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
DAVID SALTRELLI
|
|
David Saltrelli
|
|
Chief Executive Officer and Chief Financial Officer
|